UNIVERSAL ELECTRONICS INC

Current report

We may be unable to realize the level of the anticipated benefits that we expect from exiting facilities and restructuring our operations, which may adversely impact our business and results of operations.

Current report

From time to time, we may decide to exit certain facilities or otherwise undertake restructuring, reorganization, or other strategic initiatives to realign our resources with our growth strategies, operate more efficiently, and reduce costs. For example, we currently expect to complete the shutdown of manufacturing operations at our facility located in Manaus, Brazil, during the quarter ending March 31, 2027, and we completed the shutdown of our manufacturing facility in Mexico during the fiscal year ended December 31, 2025. We may not realize the level of anticipated benefits/cost savings that we expect to obtain from such facility shutdowns, and may incur costs, including without limitation severance costs and contract termination costs, that exceed our current forecasts.

Current report

The successful implementation of our restructuring activities may from time to time require us to effect business and asset dispositions, workforce reductions, additional facility consolidations and closures, restructurings, management changes, reductions in investments, shut-downs or discontinuance of businesses, and other actions, each of which may depend on a number of factors that may not be within our control. Any such effort to restructure or streamline our organization may result in restructuring or other costs, such as severance and termination costs, contract and lease termination costs, asset impairment charges, and other costs.

Current report

Further, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and proficiency, adverse effects on employee morale, loss of key employees and other retention issues. Reorganization and restructuring can impact a significant amount of management and other employees’ time and resources, which may divert attention from operating and growing our business. Further, upon completion of any restructuring initiatives, our business may not be more efficient or effective than prior to the implementation of the plan and we may be unable to achieve anticipated benefits, including cost savings, which would adversely affect our business, competitive position, operating results, and financial condition.

Current report

Changes in our executive management and Board of Directors may create uncertainty, and if we are unable to successfully manage these transitions or attract and retain qualified management and key personnel, our business could be adversely affected.

Current report

In August of 2026, we experienced significant changes in our executive leadership, including the departure of the previous interim Chief Executive Officer, Richard K. Carnifax and the appointment of Wade Jenke as our President and Chief Executive Officer, Sui Man Ho (a.k.a. Raymond Ho) as our Chief Financial Officer, and Lee Haughawout as our Chief Operating Officer. These changes represent further transitions in our senior leadership team and followed additional changes that occurred earlier in the current fiscal year, including the retirement of Ramzi Ammari as our Senior Vice President, Corporate Planning and Strategy of Universal Electronics Inc. in May 2026, the departure from our Board of Directors of Sue Ann R. Hamilton in June 2026, and the determinations by each of William C. Mulligan and Romulo Pontual not to stand for re-election at our 2026 Annual Meeting. We also experienced significant changes to our senior management and Board of Directors during the fiscal year ended December 31, 2025, including the retirement of our Chief Executive Officer, Paul D. Arling, in May 2025, the retirement of our Chief Financial Officer, Bryan M. Hackworth, in September 2025, the retirement of David Chong as our Executive Vice President, Global Sales, in December 2025, and the retirement of Board member and Audit Committee Chairman, Edward K. Zinser, in August 2025.

Current report

Although we endeavor to implement management transitions in a non-disruptive manner, such transitions can be inherently difficult to manage and may affect our ability to meet our financial and operational objectives. Changes in executive leadership may also create uncertainty among our customers, investors, vendors, suppliers, employees and other stakeholders regarding our future direction, strategy, and performance. In addition, replacing executive officers and other key employees can be difficult and may require significant time because of the limited number of individuals with the skills and experience required for these positions. If we are unable to attract and retain qualified personnel, our ability to execute our strategy and business plans could be adversely affected.

Current report

Our future performance will depend, in part, on our ability to successfully manage these leadership transitions, integrate newly appointed executive officers into their roles and maintain effective working relationships among members of senior management and our Board of Directors. Failure to effectively manage these transitions or retain other key personnel could result in operational inefficiencies, disruption to our business and difficulty executing our strategic initiatives, any of which could adversely affect our business, financial condition, results of operations and cash flows.

Current report

Increases in component costs, shortage, and supply constraints could adversely affect our business, results of operations and financial condition.

Current report

We may experience increases in the cost of certain components, raw materials and other materials used in our products, as well as shortages, supply constraints, or extended lead times for certain components. Such cost increases or supply disruptions may result from a variety of factors, including changes in global supply and demand, transportation and logistics constraints, inflationary pressures, supplier capacity limitations, and disruptions affecting our suppliers or their supply chains.

Current report

We may not be able to fully or timely offset higher component and material costs through customer pricing actions, cost reductions, productivity improvements, alternative sourcing arrangements, or other measures. Our ability to pass higher costs through to customers may also be limited by competitive conditions, contractual arrangements, customer negotiations, and the timing of price adjustments. In addition, shortages, or delays in the availability of components could disrupt our manufacturing operations, increase procurement and logistics costs, delay product shipments, or adversely affect our ability to meet customer demand.

Current report

Accordingly, increases in component and material costs, particularly if combined with component shortages, could adversely affect our gross margins, operating results, cash flows and profitability.